The rules impose standardized disclosure requirements on public companies beginning as early as 2026 (for fiscal year ending 2025, depending on filer status).
Climate-related disclosures, including in financial statement...more
3/15/2024
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Renewable Energy ,
Risk Management ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Severe Weather ,
Transparency
As artificial intelligence (AI) expands into virtually every industry, companies should consider AI’s potential impacts on corporate governance and internal controls.
Companies should integrate AI thoughtfully to ensure...more
1/26/2024
/ Artificial Intelligence ,
Climate Change ,
Corporate Governance ,
Data Breach ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Fraud ,
Governance Standards ,
Internal Controls ,
Investment Adviser ,
Machine Learning ,
Profits ,
Proposed Rules ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency
Under the SEC’s rules, public companies that are subject to reporting requirements must promptly disclose material cybersecurity incidents.
The SEC’s Final Rules require public companies to report a material cybersecurity...more
7/31/2023
/ Compliance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Investors ,
National Security ,
New Rules ,
Public Safety ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
On the heels of record-breaking enforcement in 2022, expect continued aggressive pursuit of Chair Gensler’s priorities in 2023.
The SEC will continue to bring its considerable resources to bear to address ESG-related...more
1/30/2023
/ Audits ,
Broker-Dealer ,
Compliance ,
Consumer Protection Act ,
Corporate Counsel ,
Cryptocurrency ,
Cybersecurity ,
Digital Assets ,
Dodd-Frank ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Individual Accountability ,
Insider Trading ,
Investment Adviser ,
Private Funds ,
Proposed Rules ,
Securities ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Whistleblowers ,
Willful Misconduct
The SEC’s recent enforcement actions, public statements and proposed rulemaking indicate that cybersecurity will be an area of heightened focus for the Gensler Commission.
New proposed rules would require public companies...more
3/30/2022
/ Broker-Dealer ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Enforcement Actions ,
Investment Adviser ,
National Security ,
Popular ,
Proposed Rules ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The U.S. Securities and Exchange Commission issued proposed rule amendments requiring climate disclosures by public companies.
The SEC’s new climate disclosure rule will require all companies to report Scope 1 and Scope 2...more
3/28/2022
/ Climate Change ,
Disclosure Requirements ,
Financial Statements ,
Greenhouse Gas Emissions ,
Hydrogen Power ,
Nuclear Power ,
Proposed Amendments ,
Publicly-Traded Companies ,
Renewable Energy ,
Securities and Exchange Commission (SEC) ,
Sustainable Finance ,
Task Force on Climate-related Financial Disclosures (TCFD)
Department of Justice announces criminal and civil cryptocurrency initiatives as Securities and Exchange Commission Chair Gensler continues to develop the agency’s regulatory and enforcement agenda.
Despite an unsettled...more
12/1/2021
/ Anti-Money Laundering ,
Asset Recovery ,
Cryptocurrency ,
Cybersecurity ,
Department of Justice (DOJ) ,
Digital Assets ,
Enforcement ,
False Claims Act (FCA) ,
Fraud ,
Policies and Procedures ,
Popular ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Senate Banking Committee
As the SEC continues to develop its ESG agenda, a series of recent cases underscores the risk posed by ESG-related litigation.
Although the courts have not been receptive to the most recent round of ESG-related lawsuits,...more
Recent enforcement action could signal expanding the boundaries of misappropriation theory, with significant implications for SEC-regulated entities and other market participants.
With Chair Gensler at the helm, an...more
Chair Gensler’s enforcement agenda begins to take shape as SEC brings sprawling enforcement action against wide range of SPAC participants.
Consistent with prior SEC warnings regarding incentives for Special Purpose...more
7/16/2021
/ Airspace ,
CFIUS ,
Disclosure Requirements ,
Due Diligence ,
Enforcement Actions ,
False Statements ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Public Offering (IPO) ,
Insider Trading ,
Internal Controls ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
Market participants must manage risk of competing voices regarding direction of ESG rulemaking and the coming wave of enforcement actions.
The Securities and Exchange Commission’s near-term climate change and board...more
March Madness extends into April as the Commission markedly increases its focus on SPACs.
Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
4/19/2021
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Initial Public Offering (IPO) ,
Insider Trading ,
Investors ,
New Guidance ,
Offering Documents ,
Proxy Statements ,
PSLRA ,
Registration Statement ,
Risk Mitigation ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC.
2020’s SPAC IPO explosion will...more
12/16/2020
/ Corporate Counsel ,
D&O Insurance ,
Enforcement Actions ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Private Securities Litigation Reform Act of 1995 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs)
Despite turmoil created by the pandemic and the uncertainty created by next week’s election, SEC enforcement remains business as usual.
Over seven months into the pandemic, the SEC has taken substantial measures to adjust...more
Although the Supreme Court handed the SEC a win by preserving its authority to seek disgorgement, the Liu decision limits that authority and creates uncertainty that will likely benefit defendants, particularly in insider...more
7/10/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
SCOTUS ,
Securities and Exchange Commission (SEC)
Expect the SEC to aggressively enforce the securities laws during and after the COVID-19 pandemic, particularly against market participants who act opportunistically.
The SEC as well as senior staff within the Division of...more
TAKEAWAYS
- SEC scrutiny of private funds underscores the importance of remaining vigilant, including updating and improving compliance infrastructure and evaluating internal policies and procedures.
- Private funds...more
2/19/2020
/ California Consumer Privacy Act (CCPA) ,
Compliance ,
Cybersecurity ,
Enforcement Actions ,
Internal Controls ,
Investment Adviser ,
OCIE ,
Private Equity Firms ,
Private Funds ,
SEC Advertising Rule ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
Although the SEC did not bring as many headline enforcement actions against private funds as in years past, it continues to devote substantial resources and attention on investment advisers.
The SEC will maintain its...more
3/6/2019
/ Annual Reports ,
Conflicts of Interest ,
Cybersecurity ,
Enforcement Actions ,
Excessive Fees ,
Foreign Corrupt Practices Act (FCPA) ,
Illiquid Assets ,
Insider Trading ,
Investment Adviser ,
OCIE ,
Pay-To-Play ,
Private Equity Funds ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Strategic Enforcement Plan